Intellectual property protection and NDA's

[jnt8686]

Me and a friend are trying to develop and market a line of high quality decorative housewares to be sold in online craft sites and independent design boutiques here in SF. I am an industrial designer and she is in marketing and we have developed several products that we believe are viable. We have the contacts in retail and production to make this happen. We intend to form an LLC when it becomes necessary, but first we want to make sure that our intellectual property (designs, business plans) is properly secured.

First of all, we want to sign a mutual nondisclosure agreement for the intellectual property we have both collaborated on so that everything is fair and square. In addition, we specialize in product development, so we will need to ask a lot of advice about business practices and legal matters from a few friends and instructors that we know well and who are very knowledgeable about these things. We need to be able to reveal parts of our IP to them, but at the same time be as protected as possible in the event of a "worst case scenario".

I would love some experienced advice about the ins and outs of NDA's.

[Paul22]

Confidentiality agreements are a significant part of an overall intellectual property protection strategy. However, in order to ensure that you give yourself the best possible protection, they should be used in a strategic approach to disclosure that includes other measures. And always use an agreement drafted by a skilled intellectual property attorney.

Injury Claims

[akula]

arrrgh yea..i dunno why nda's come up an ip management tactic. personally, in a startup context, i've never heard of anybody enforcing a non disclosure document...mostly because they are unenforceable...like wise, in professional circles, people just don't sign them because it unreasonably restricts freedom to contract...i mean, this issue has been covered to death

in your case, registered designs and non-compete's are probably the way to go

[jnt8686]

Ok, so from these links I'm getting the impression that NDA's are:

1- impossible to enforce without a big legal department

2- will give people the idea that you don't trust them

3- are unnecessary in most cases

does this sound about right?

In any case, our products are nothing revolutionary. It's nothing that hasn't been done before, we have simply found a way to produce high quality, well designed merchandise with a handmade feel with low overhead and high margins.

However if there are any easy, low cost steps that we can take to protect our IP at all, I'd like to hear about them. Are there any common "best practice" systems or protocols around to help us decide what to reveal and to who?

How does a non-compete contract work? I'm assuming that this is something we would get from a supplier or manufacturer to prevent them from simply selling our designs themselves?

[akula]

Ok, so from these links I'm getting the impression that NDA's are:

1- impossible to enforce without a big legal department

2- will give people the idea that you don't trust them

3- are unnecessary in most cases

does this sound about right?

In any case, our products are nothing revolutionary. It's nothing that hasn't been done before, we have simply found a way to produce high quality, well designed merchandise with a handmade feel with low overhead and high margins.

However if there are any easy, low cost steps that we can take to protect our IP at all, I'd like to hear about them. Are there any common "best practice" systems or protocols around to help us decide what to reveal and to who?

How does a non-compete contract work? I'm assuming that this is something we would get from a supplier or manufacturer to prevent them from simply selling our designs themselves?

1. yes, it sounds about right

2. as far as non high tech ventures go, there is rarely a best practice...this is because contractual rights ought to have higher priority over ip rights..within your context.

in other words, for you, securing a distribution deal with a retailer, or another marketing type deal should be more important than trying to secure ip rights. these kinds of contractual rights which are gonna appreciate the value of your business...more than ip rights

3. non compete agreements are a commercial, contractual arrangement where you provide consideration to someone in exchange for them not competing with you for a specified period of time...they started of restraint of trade clauses in employment contracts used to prevent employees jumping ship to a competitor..but have been ruled to be illegal if presented in that form. if you want the non compete to stick, you have to offer something in return to the person signing it.

good luck with your sales, don't waste time on ip

if you still want more info, read these.